LEE 10-K & 10-Q changes, risk factors and insider trading
LEE ENTERPRISES, Inc · Nasdaq · Newspapers: Publishing Or Publishing & Printing · CIK 58361 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have no current plans to pay cash dividends on our common stock; as a result, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.”
New heading “Provisions of our certificate of incorporation and by-laws may delay or prevent a takeover, which may not be in the best interest of our stockholders.”
New heading “Equity ownership may become diluted if we conduct the proposed rights offering or another potential equity financing transaction.”
New heading “The stockholder rights plan, or “poison pill,” includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.”
New heading “Risk Related to Competition from Digital Media and Artificial Intelligence”
New heading “Generative AI technology's continued growth, development, and evolution is shifting the landscape among our competitors to adopt AI technology as a tool to create and deliver content to customers as well as act as a stand-alone competitor and such evolutions of AI technology may negatively impact our ability to attract, engage, and retain audience and subscribers, maintain and grow other revenue streams, and other risks.”
New heading “Generative Artificial Intelligence (AI), as a rapidly developing technology, subjects us to risks involving security, protection of intellectual property, ethical concerns, brand trust, reputational harm, legal liability, and the maintenance and growth of revenue streams.”
Removed heading “Generative Artificial Intelligence (AI), as a new and emerging technology, subjects us to risks involving security, protection of intellectual property, ethical concerns, brand trust, reputational harm, legal liability, and the maintenance and growth of revenue streams.”
Removed heading “Risks Related to Pension Liabilities”
Removed heading “Sustained increases in funding requirements of our pension and postretirement obligations may reduce the cash available for our business.”
Largest changes
“Generative AI technology's continued growth, development, and evolution is shifting the landscape among our competitors to adopt AI technology as a tool to create and deliver content to customers as well as act as a stand-alone competitor and such evolutions of AI technology may negatively impact our ability to attract, engage, and retain audience and subscribers, maintain and grow other revenue streams, and other risks.”see in full comparison
“Risk Related to Competition from Digital Media and Artificial Intelligence”see in full comparison
“Generative Artificial Intelligence (AI), as a rapidly developing technology, subjects us to risks involving security, protection of intellectual property, ethical concerns, brand trust, reputational harm, legal liability, and the maintenance and growth of revenue streams.”see in full comparison
“Generative Artificial Intelligence (AI), as a new and emerging technology, subjects us to risks involving security, protection of intellectual property, ethical concerns, brand trust, reputational harm, legal liability, and the maintenance and growth of revenue streams.”see in full comparison
“Recent advances and continued rapid development in generative AI technology may significantly alter the market for our products and services and shift our competitor's focus to adopting AI more quickly. The use of AI both as a tool for our competitors and stand-alone competition, may also affect our ability to monetize our digital audiences. …”see in full comparison
“We have no current plans to pay cash dividends on our common stock; as a result, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.”see in full comparison
Full comparison: every changed paragraph (32)
Our ability to generate revenue is highly sensitive to the strength of the economies in which we operate and the demographics of the local communities that we serve.
In the past, these and other similar conditions and events have resulted in, and could lead to, a tightening of credit and capital markets, lower levels of liquidity, lower consumer and business spending, unemployment, declines in real estate values, increases in employee-related costs, and other adverse economic conditions. These changes may negatively affect the sales of our products, increase exposure to losses from bad debts, increase the cost and decrease the availability of financing, or increase costs associated with publishing and distributing our publications. In addition, printing and distribution costs, including the costs of paper and ink, are a significant expense for the Company.us. We expect increases in these costs in the near-term from various factors, including increases in the cost of raw materials, energy, labor, transportation, and distribution, due to inflation and other adverse factors on the economy.
As a public company, we are required to maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, Section 404 of the Sarbanes-Oxley Act requires us to perform system and process evaluations and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting. Compliance with Section 404 may require us to incur substantial accounting expenses and expend significant management efforts. In the past, our testing has revealed and in the future may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner, the market price of our stock could decline if investors and others lose confidence in the reliability of our financial statements and we could be subject to sanctions or investigations by the SEC, Nasdaq, or other applicable regulatory authorities.
Generative Artificial Intelligence (AI), as a new and emerging technology, subjects us to risks involving security, protection of intellectual property, ethical concerns, brand trust, reputational harm, legal liability, and the maintenance and growth of revenue streams.
RiskRisks Related to Competitionour fromCommon Digital MediaStock
We have no current plans to pay cash dividends on our common stock; as a result, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
We have no current plans to pay dividends on our common stock. Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business conditions and other factors that our board of directors may deem relevant. As a result, you may not receive any return on an investment in our common stock unless you sell your common stock for a price greater than that which you paid for it.
Provisions of our certificate of incorporation and by-laws may delay or prevent a takeover, which may not be in the best interest of our stockholders.
Provisions of Delaware law and our certificate of incorporation and our second amended and restated by-laws (the “by-laws”) could make the acquisition of our Company and the removal of incumbent officers and directors more difficult. Such provisions include restrictions as to when and by whom special meetings of our stockholders may be called. Further, our certificate of incorporation authorizes the issuance of up to 500,000 shares of serial convertible preferred stock and, if, as previously disclosed, certain proposed amendments to the Company’s amended and restated certificate of incorporation (the “Charter Amendments”) are approved by our stockholders at a special meeting of stockholders and effectuated by our board of directors, the Company would be authorized to issue up to an additional 20,000,000 shares of our common stock, 20,000,000 shares of convertible non-voting common stock, and 10,500,000 shares of “blank check” preferred stock with such rights, preferences, privileges and restrictions as may be determined from time to time by our board of directors in its sole discretion, and such preferred stock may be designated rights that could adversely affect the voting power or other rights of the holders of our common stock. Such Charter Amendments to the extent any shares of capital stock are ultimately issued by the Company may also have the effect of diluting equity ownership.
As a Delaware corporation, we are subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”). In general, the statute prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date that the person became an interested stockholder unless, subject to certain exceptions, the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. These provisions may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders.
Equity ownership may become diluted if we conduct the proposed rights offering or another potential equity financing transaction.
On November 10, 2025, we filed a registration statement with respect to the proposed rights offering of up to $50.0 million for general corporate purposes, including capital expenditures and working capital, as well as other activities necessary for our operations, such as investments in technology with respect to advertising strategies, audience outreach, our internal operations, and digital products. If we consummate the proposed rights offering or any other potential equity financing transaction, and existing common stockholders as of the record date do not participate, such non-participating holders will experience dilution in equity ownership. The proposed rights offering will be commenced only following the effectiveness of the registration statement relating to the proposed rights offering and will be made only by means of a prospectus.
The stockholder rights plan, or “poison pill,” includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.
On March 28, 2024, our board of directors adopted the stockholder rights plan, pursuant to which each holder of record of voting common stock received one preferred share purchase right (a “Right”) for each share of voting common stock outstanding as of April 8, 2024. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Participating Convertible Preferred Stock, without par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. The stockholder rights plan was adopted in response to stockholder activism concerns and is intended to protect us and our stockholders from efforts by a single stockholder or group of stockholders to obtain control of the Company without paying a control premium through a number of recognized stockholder protections. Generally, the stockholder rights plan works by causing substantial dilution to any person or group (other than specified exempt persons) that acquires 10% or more of the shares of our voting common stock without the approval of our board of directors. As a result, the overall effect of the stockholder rights plan may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving us that is not approved by our board of directors even if the offer may be considered beneficial by some stockholders.
Risk Related to Competition from Digital Media and Artificial Intelligence
Currently, a primary source of revenue is from advertising and marketing services, which accounts for 45% of our 2025 revenue. Subscription revenue accounts for 46% of our 2025 revenue. The media publishing industry has experienced rapid evolution in consumer demands and expectations due to advances in technology, which have led to a proliferation of delivery methods for news and information. The number of consumers who access online services through devices other than personal computers, such as tablets and mobile devices, has increased dramatically in recent years and likely will continue to increase. The media publishing industry also continues to be affected by demographic shifts, with older generations preferring more traditional print newspaper delivery and younger generations consuming news through digital media. Also, the revenues generated by media publishing companies have been affected significantly by the shift in advertising expenditures towards digital media.
See “Strategic Initiatives” in Item 1, included herein, for additional information on about our print and digital audiences.
We compete for audiences and advertising revenue with newspapers; and otherdigital media such as web-based digital platforms (e.g., Alphabet, Amazon, Meta, X, TikTok etc.), streaming services, podcasts; and traditional media platforms including magazines, broadcast, cable and satellite television, radio, direct mail, and billboards. As the use of the internetInternet and mobile devices has increased,increases, we havelose lostrevenue somefrom classified advertising and subscribers to online advertising businesses and free Internet sites that containcontaining abbreviated versions of our publications. Some of our current and potential competitors have greater financial and other resources than we have. If we fail to compete effectively with competing newspapers and other media, our results of operations may be materially adversely affected.
We face significant competition from alternative providers of news, information, and entertainment services, some of which provide their products subscription-free. The rapid changes in technologies, platforms and business models and corresponding changes in consumer and customer behavior, may adversely affect our revenue streams if consumers or customers migrate to alternative mediums or providers. In addition, the number of choices available to consumers for content consumption has increased and may adversely impact demand for, and the price consumers are willing to pay for our products and services. As the availability of free content grows so does a consumer trend toward subscription fatigue, which in turn, may negatively affect our circulation, subscription, and advertising revenue and increase subscriber acquisition and retention costs. For example, consumer preferences change frequently and are difficult to predict, and when faced with a multitude of choices, consumers may place greater value on the convenience and price of products and services than they do on their source, quality, or reliability.
Generative AI technology's continued growth, development, and evolution is shifting the landscape among our competitors to adopt AI technology as a tool to create and deliver content to customers as well as act as a stand-alone competitor and such evolutions of AI technology may negatively impact our ability to attract, engage, and retain audience and subscribers, maintain and grow other revenue streams, and other risks.
Recent advances and continued rapid development in generative AI technology may significantly alter the market for our products and services and shift our competitor's focus to adopting AI more quickly. The use of AI both as a tool for our competitors and stand-alone competition, may also affect our ability to monetize our digital audiences. In order to compete effectively, we must differentiate and distinguish our brands and our products and services, respond to and develop new technologies, distribution channels and platforms, products and services, and anticipate and consistently respond to changes in consumer and customer needs, preferences and behaviors.
In addition, online traffic and product and service purchases are also driven by internet search results, referrals from social media and other platforms and visibility on digital marketplace platforms and in mobile app stores. Search engine results and digital marketplace and mobile app store rankings are based on algorithms that are changed frequently, and social media and other platforms may also vary their emphasis on what content to highlight for users. Use of AI in search engines could result in decreased viewership and engagement with our media content. Any failure to successfully manage and adapt to these changes across our businesses, including those affecting how our content, apps, products, and services are discovered, prioritized, displayed, and monetized, could impede our ability to compete effectively by significantly decreasing traffic to our offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is replaced with paid traffic and lowering advertising revenue and subscriptions.
Generative Artificial Intelligence (AI), as a rapidly developing technology, subjects us to risks involving security, protection of intellectual property, ethical concerns, brand trust, reputational harm, legal liability, and the maintenance and growth of revenue streams.
Risks Related to Our Indebtedness and Liquidity
At its inception, the aggregate principal amount and applicable interest rate of the Term Loan was $576.0 million and 9% annual rate, respectively, the proceeds of which were used to refinance our then-outstanding debt and fund the acquisition of BH Media and Buffalo News. The Term Loan is collateralized by all Company assets. Currently,As of September 28, 2025, the Term Note has an aggregate principal outstanding amount of $445.9$455.5 million. Our ability to make scheduled payments depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, competitive, legislative, regulatory, and other factors beyond our control. We may be unable to maintain a level of cash flow sufficient to permit us to pay the principal and interest on our debt.
The terms of the 2020 Refinancing,Refinancing limit our ability to take certain actions without requisite lender approval and modification of the loan agreements. These limitations include restrictions on incurring additional indebtedness, creating certain liens, making certain investments or acquisitions, issuing dividends, repurchasing shares of Company stock, and engaging in other capital transactions. While we have an established relationship with BH Finance, whose priorities and interests are familiar to us, there is no assurance BH Finance will approve or consent to our activities, even if the activities are in the best interests of our stockholders. If we are unable to secure the required consent of BH Finance,Finance (including with respect to the proposed rights offering and other strategic or financing transactions), our ability to take advantage of future opportunities, including acquisition or financing opportunities, could be restricted.
We rely on our information technology and communications systems to manage our business data, including communications, news and advertising content, digital products, order entry, fulfillment and other business processes. These technologies and systems also help us manage many of our internal controls over financial reporting, disclosure controls and procedures and financial systems. Attempts to compromise information technology and communications systems occur regularly across many industries and sectors, and we may be vulnerable to security breaches resulting from accidental events (such as human error) or deliberate attacks. Moreover, the techniques used to attempt attacks and the perpetrators of such attacks are constantly expanding. We face threats both from use of malicious code (such as malware, viruses, and ransomware), employee theft or misuse, advanced persistent threats, and phishing and denial-of-service attacks. TheWe Company hashave complied with all applicable legal requirements relating to this activity. As cyberattacks become increasingly sophisticated, and as tools and resources become more readily available to malicious third parties, the Companywe will incur increased costs to secure its technology environment and there can be no guarantee that the Company’sour and our third-party vendors’ actions, security measures and controls designed to prevent, detect or respond to security breaches, to limit access to data, to prevent destruction, alteration, or exfiltration of data, or to limit the negative impact from such attacks, can provide absolute security against compromise. As a result, our business data, communications, news and advertising content, digital products, order entry, fulfillment and other business processes may be lost, destroyed, disclosed, misappropriated, altered or accessed without consent and various controls, automated procedures and financial systems could be compromised.
On February 3, 2025, we experienced a cybersecurity incident that disrupted certain IT systems and resulted in unauthorized access to certain files (the “Cyber Incident”). The Cyber Incident had a significant negative impact on our 2025 operating results. Various revenue lines were impacted, certain operating expenses were higher than they were prior to the incident, and many projects underway were significantly delayed. For further discussion of how the Cyber Incident materially affected our business, see "Material Effects of Cybersecurity Threats under Item 1C — Cybersecurity" of this Annual Report.
On February 3, 2025, we experienced a Cyber Incident that disrupted certain IT systems and resulted in unauthorized access to certain files. The Cyber Incident had a significant negative impact on our 2025 operating results. Various revenue lines were impacted, certain operating expenses were higher than they were prior to the incident, and many projects underway were significantly delayed. For further discussion concerning ongoing litigation related to the Cyber Incident, see "Note 19, Commitments and Contingencies," to the consolidated financial statements included in Item 8 of Part II of this Annual Report.
Risks Related to Pension Liabilities
Sustained increases in funding requirements of our pension and postretirement obligations may reduce the cash available for our business.
Our pension and postretirement plans invest in a variety of equity and fixed income securities. Future volatility and disruption in the securities markets could cause declines in the asset values of our pension and postretirement plans. In addition, a decrease in the discount rates or changes to mortality estimates and other assumptions used to determine the liability could increase the benefit obligation of the plans. Unfavorable changes to the plan assets and/or the benefit obligations could increase the level of required contributions above what is currently estimated, which could reduce the cash available for our business and debt service.
Management's Discussion & Analysis (MD&A)
New heading “EXECUTIVE OVERVIEW”
New heading “RECENT DEVELOPMENTS”
New heading “Proposed Rights Offering”
New heading “Additional Information on Liquidity”
Removed heading “Revenue Comparison 2024-2023”
Removed heading “Operating Expense Comparison 2024-2023”
Removed heading “Equity In Equity Investments”
Removed heading “Non-operating Income and Expense Comparison 2024-2023”
Largest changes
“Our primary cash requirements are related to working capital, debt service obligations, and capital expenditures. We expect to meet these needs through cash generated from operations, supplemented by our existing cash balances. Our ability to operate as a going concern is dependent on our ability to remain in compliance with debt covenants and to repay, refinance or amend our debt agreements as they become due. Our Credit Agreement has only limited affirmative covenants with which we are required to maintain compliance and there are no leverage or financial performance covenants. …”see in full comparison
“Restructuring costs and other totaled $25.9 million and $19.3 million in 2025 and 2024, respectively. The increase is primarily driven from costs associated with recovering from the Cyber Incident, closing down outsourced production facilities, ongoing business transformation efforts, and severance. Restructuring costs and other include severance costs, litigation expenses, restructuring expenses, cyber restoration costs, and advisor expenses.”see in full comparison
“Restructuring costs and other totaled $19.3 million and $12.7 million in 2024 and 2023, respectively. Restructuring costs and other include severance costs, litigation expenses, and restructuring expenses. The increase is attributable to one-time costs to outsource certain operations.”see in full comparison
“We continue to take proactive steps to reduce our cost structure and preserve liquidity. Recent actions include targeted cost-reduction and cash-management initiatives such as lowering discretionary and capital spending, tightening control of print-related operating costs, and enhancing collection efforts to improve working capital. We also received temporary lease and interest payment waivers during the second quarter as part of our cyber-recovery plan. …”see in full comparison
Full comparison: every changed paragraph (73)
EXECUTIVE OVERVIEW
Our 2025 total operating revenue was $562 million, while total Digital Revenue was $298 million, flat to the prior year. Total Print Revenue was $264 million, a 15% decrease to the prior year, representing a 10 percentage-point improvement over the prior year's decline. We continued to deliver positive performance in our digital-only subscription business, driving year-over-year revenue growth of 12%. Through yield management, expanded rates and disciplined subscriber acquisition, we are nearing $100 million in digital-only subscription revenue. Another key piece of our digital business, Amplified Digital® agency, surpassed $100 million in revenue during the year, with growth of 4%.
Operating expenses totaled $571 million and Cash Costs (a non-GAAP financial measure) totaled $524 million, a 7% and 5% decrease compared to the prior year, respectively. Operating expenses in FY25 included $3.7 million of cyber restoration expenses, which are included in the line "Restructuring costs and other". Net loss totaled $36 million and Adjusted EBITDA (a non-GAAP financial measure) totaled $45 million. Cash on the balance sheet totaled $10 million. Debt, net of cash on the balance sheet, totaled $445 million. Since May 2025, we have satisfied all principal and interest payments through organic free cash flow generation.
RECENT DEVELOPMENTS
Proposed Rights Offering
In addition to the Charter Amendments, we previously disclosed that our board of directors has been considering, among various other financing and capital markets transactions, consummating a proposed rights offering of our common stock to existing stockholders, and on November 10, 2025, we filed a registration statement with respect to a proposed rights offering (the “proposed rights offering”). As set forth in the registration statement, we intend to use the proceeds of the proposed rights offering, if the proposed rights offering is consummated, for general corporate purposes, including capital expenditures and working capital, as well as other activities necessary for our operations, such as investments in technology with respect to advertising strategies, audience outreach, our internal operations, and digital products.
Further, in connection with the proposed rights offering, we have an agreement in-principle with our term loan lender that, if we successfully raise the aggregate proposed rights offering amount of $50.0 million in gross proceeds, we will receive a reduction in our annual interest rate from 9% to 5% for five years, resulting in interest savings of approximately $18 million annually and up to $90 million over the five-year period. The consummation of the proposed rights offering, however, is not conditioned on receipt of this interest rate reduction. While our term lender has agreed in-principle to a reduction in our interest expense (and certain other related amendments to our term loan), subject to definitive documentation, there is no assurance that we may be able to enter into any amendments to our term loan on the terms described herein or at all. The proposed rights offering will be commenced only following effectiveness of the registration statement relating to the proposed rights offering and will be made only by means of a prospectus.
We reserve the right to modify, postpone or cancel the proposed rights offering at any time. There is no assurance that the proposed rights offering will be completed on the terms described in this Annual Report, or at all, including with respect to any reduction in our interest expense (or any other related amendments to our term loan), as the terms of which are subject to definitive documentation with our term loan lender.
Local mastheads (e.g., publishing periodical titles, web site domain names, and trade names) are not subject to amortization. Non-amortized intangible assets are tested for impairment annually on the first day ofduring the fourth fiscal quarter or more frequently if events or changes in circumstances suggest the asset might be impaired.
Our quantitative impairment analysis includes several inputs that are considered estimates, these include royalty rates, discount rates, five-year revenue forecast, and long term growth rates. All of these estimates are subject to uncertainty as future results may or may not be achieved. In 2024,2025, the royalty rates utilized a range from 0% to 1.0%; a 50-basis point decrease in royalty rates would result in an additional $4.6$1.5 million of impairment. The Company’sOur discount rate utilized in the analysis has ranged from 11.0% in 2022 to 12.5% in 2024,2024 to 13.0% in 2025, depending on market conditions. Increasing the discount rate by 100 basis points would result in an additional $0.1 million of impairment. TheWe Companyhave has hadused various revenue forecasts utilized in the analysis over different years.
For information related to the Company'sour Goodwill impairment analysis, refer to Note 4 to the Consolidated Financial Statements.
We account for our pension, postretirement and postemployment plans in accordance with the applicable accounting guidance, which requires us to include the funded status of our pension plans in our balance sheets and to recognize, as a component of other comprehensive income (loss), income, the gains or losses that arise during the period but are not recognized in pension expense. The service cost component of net period benefit cost is reported on the Consolidated Statements of Income and Comprehensive (Loss) Income and included in Compensation while all other components are included in other non-operating income/expense.
We are subject to income taxes in the U.S. and record our tax provision forbased on the anticipatedexpected tax consequences inof our reported results of operations. Tax laws are complex and subjectopen to differentinterpretation, interpretationsrequiring by the taxpayer and respective government taxing authorities. Significant managementsignificant judgment is required in determining our provisioncurrent forand deferred income taxes, deferred tax assetsprovisions, andas liabilities,well andas theany valuation allowance recorded against our neton deferred tax assets, if any.
Our current and deferred income tax provisions are calculated based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. TheseWe review these estimates are reviewed and adjusted, if needed, throughout the year. Adjustments between our estimatesyear and therecord adjustments when actual results of filed returns are recorded when identified.known.
Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using currently enacted tax rates. Deferred income tax assets are recognized for deductible temporary differences and loss carryforwards and deferred income tax liabilities are recognizedbased for taxable temporary differences. Temporaryon differences are the difference between the reportedfinancial amountsreporting and tax bases of assets and liabilitiesliabilities, andusing theirenacted tax basis.rates. Deferred income tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. DeferredThese income tax assets and liabilitiesbalances are adjusted for the effects of changes in tax laws and rates on the date of enactment.
We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflectedrecorded in the period inof whichchange. the change in judgment occurs. We record interestInterest and penalties related toon unrecognized tax benefits asare aincluded component ofin income tax expense.
To facilitate a comparison of our results without the impact of the 53rd week of revenues and expenses, certain revenue and expense trends, as described below, are presented on a comparativecomparable basis which is calculated by removing the 53rd week of revenue or expense in 2024.
Revenue Comparison 2024-2023
Total operating revenue totaled $611.4$562.3 million in 2024,2025, down $79.8$49.0 million, or 11.5%,8.0%, compared to 2023.2024. On a comparativecomparable basisbasis, total operating revenue declined 13.0%.6.5%.
Advertising and marketing services revenue totaled $253.0 million in 2025, down $22.7 million, or 8.2% compared to 2024. On a comparable basis, advertising and marketing services revenue declined 6.8%. Print advertising revenues were $69.2 million in 2025, down $12.3 million, or 15.1% compared to 2024. On a comparable basis, print advertising revenue was down 13.3%. The decline is due to continued secular declines in demand for print advertising and impacts from the Cyber Incident, which limited capacity for print advertising for certain publications for several months. Digital advertising revenue totaled $183.8 million in 2025, down $10.4 million, or 5.3% compared to 2024. On a comparable basis, revenue declined 4.0%. Digital advertising revenue represented 72.7% of 2025 total advertising and marketing services revenue compared to 70.4% in 2024. The decline in digital advertising revenue is mainly attributed to the traditional classified categories, programmatic, digital advertising tied to legacy print campaigns, and the cyber incident. Partially offsetting these declines, digital marketing services revenue increased 3.0% compared to the prior year.
Subscription revenue totaled $258.4 million in 2025, down $23.5 million, or 8.3%, compared to 2024. The decline in subscription revenue was driven by secular reductions in demand for print subscriptions. Print volumes declined during 2025, consistent with historical and industry trends. Digital-only subscription revenue is up nearly 12% over 2024 on a reported basis.
Advertising and marketing services revenue totaled $275.7 million in 2024, down $43.3 million, or 13.6% compared to 2023. On a comparative basis, Advertising and marketing services revenue declines 14.9%.
Digital advertising and marketing services revenue totaled $194.2 million in 2024, up 0.5% compared to 2023. On a comparative basis, revenue declined 0.9%. Digital advertising and marketing services revenue represented 70.4% of 2024 total advertising and marketing services revenue compared to 60.6% in 2023.
Print advertising revenues were $81.5 million in 2024, down $44.3 million, or 35.2% compared to 2023. On a comparative basis, print advertising revenue was down 36.5%. The decline is due to continued secular declines in demand for print advertising and a reduced product portfolio through sales and elimination of products that do not meet profitability standards.
Subscription revenue totaled $281.9 million in 2024, or down 10.0%, compared to 2023. Decline in full access volume, consistent with historical and industry trends were partially offset by selective increases on our full access subscriptions, growth in digital-only subscribers and price increases on digital subscriptions. Digital-only subscribers grew 7.1% since 2023 and now total more than 771,000. Digital-only subscription revenue grew 38.9% compared to 2023. On a comparative basis, digital-only revenue grew 36.2%.
Other revenue, which primarily consists of commercial printing revenue and digital services from BLOX Digital,Digital and commercial printing revenue, totaled $53.8$50.9 million, a 8.7%5.3% decrease compared to 2023.2024. On a comparativecomparable basisbasis, other revenue decreased 9.7%.4.2%. Digital services revenue totaled $20.5$20.1 million in 2024,2025, a 5.9%2.1% increasedecrease compared to 2023.2024. On a comparativecomparable basis digital services revenue increaseddecreased 5.3%.1.6%. Commercial printing revenue totaled $17.5$16.2 million in 2024,2025, a 13.0%7.4% decline compared to 2023,2024, primarily driven by reduction in print volumes from our partners. On a comparativecomparable basis, commercial printing revenue was down 14.6%.5.8%.
Total digital revenue including digital advertising revenue, digital-only subscription revenue and digital services revenue totaled $299.1$298.1 million in 2025, flat to 2024, a 9.4% increase over 2023, and represented 48.9%53.0% of our total operating revenue in 2024,2025, compared to 39.5%48.9% in 2023.2024.
Operating Expense Comparison 2024-2023
Total operating expenses weretotaled $611.4$571.3 million, a 7.4%6.6% decrease compared to 2023.2024. Cash Costs (a non-GAAP financial measure discussed below) were $553.3$523.6 million, a 10.1%5.4% decrease compared to 2023.2024.
Compensation expense decreasedtotaled $32.3$216.0 million in 2024, or2025, a 12.1%7.9% decrease compared to 2023.2024. The decrease is attributable to reductions in full timefull-time employees ("FTEs") due to continued business transformation efforts, partially offset by investments in digital talent.
Newsprint and ink costs decreasedtotaled $8.5$13.0 million in 2024, or2025, a 33.7%22.9% decrease compared to 2023.2024. This decrease was attributable to declines in newsprint volumes.
Other operating expenses decreasedtotaled $21.1$294.6 million in 2024,2025, ordown a 6.5% decrease2.4% compared to 2023.2024. Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation and amortization, or restructuring costs and assets loss on sales, impairments, and other, net. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility expenses. The decrease is primarily attributable to lower delivery and other print-related costs due to lower volumes of our print edition.edition, partially offset by increases in digital cost of goods sold.
Restructuring costs and other totaled $19.3 million and $12.7 million in 2024 and 2023, respectively. Restructuring costs and other include severance costs, litigation expenses, and restructuring expenses. The increase is attributable to one-time costs to outsource certain operations.
Assets loss (gain) on sales, impairments and other wastotaled a$3.0 netmillion lossin of2025 compared to $11.2 million in 20242024. comparedImpairments towithin athis netcategory losswere of $1.9$7.0 million in 2023. Impairment losses in 20242025 and 2023 totaled $7.8 million andin $7.72024, millionrespectively, forrelated to mastheads. Additionally, $1.3 million and $1.3$4.2 million of goodwill was allocated to the sale of certain non-core operations in 20242025 and 2023, respectively. Assets loss (gain) on sales are part the Company's ongoing real estate and non-core asset monetization. They totaled a net loss of $2.2$1.3 million in 2024 and a net gain of $6.0 million in 2023.2024.
Restructuring costs and other totaled $25.9 million and $19.3 million in 2025 and 2024, respectively. The increase is primarily driven from costs associated with recovering from the Cyber Incident, closing down outsourced production facilities, ongoing business transformation efforts, and severance. Restructuring costs and other include severance costs, litigation expenses, restructuring expenses, cyber restoration costs, and advisor expenses.
The factors noted above resulted in an operating loss of $4.7 million in 2025 compared to a gain of $4.5 million in 2024.
Equity In Equity Investments
Equity in earnings of TNI and MNI decreased $2.0 million in 2024, or 30.0%, compared to 2023.
Non-operating expense increased by $2.3 million, or 6.4%, primarily due to the absence of a $3.6 million pension curtailment gain recognized in 2024. Interest expense decreased $0.7 million, or 1.8%, to $40.5 million in 2025, compared to the same period last year. The decrease was due to a lower average outstanding balance on our debt. Our weighted average cost of debt was 9% at September 28, 2025 and September 29, 2024.
Non-operating Income and Expense Comparison 2024-2023
Interest expense decreased $0.2 million, or 0.6%, to $41.2 million in 2024 due to lower debt balances. Our weighted average cost of debt was 9.0% in 2024 and 2023.
Other non-operating income and expense consists of benefits associated with our pension and other postretirement plans. We recorded $5.1 million of periodic pension and other postretirement benefits in 2024 compared to $1.2 million in 2023. The increase was attributable due to the Company recognizing a non-cash curtailment gain of $1.2 million in 2024 as a result of outsourcing certain postemployment defined benefit plan functions. Additionally, in 2024, the Company completed a voluntary lump sum payment of future benefits to terminated vested participants. The offer was accepted by 522 participants, representing a $22.6 million pension plan liability. As a result of the offer, a non-cash settlement gain of $2.4 million was recorded in Curtailment/Settlement gain on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. Both assets and liabilities of the plan were reduced by $22.6 million.
INCOME TAX BENEFITTAXES
In 2024, weWe recorded income tax benefit of $6.9 million, or 16.2% of pretax loss in 2025 and $7.6 million, or 24.4% of pretax loss and in 2023,2024 we recorded an income tax benefit of $0.3 million, or 11.3% of pretax loss.. See Note 1213 of the Notes to the Consolidated Financial Statements, included herein, for a discussion of the difference between the expected federal income tax rate and the actual tax rates.
NET INCOMELOSS AND EARNINGS PER SHARE
Net loss was $23.6$35.7 million in 20242025 compared to net loss of $2.7$23.6 million in 2023.2024. Loss per common share was $6.20 in 2025 compared to a loss of $4.35 per share in 2024. The change reflects the various items discussed above.
Losses per share was $4.35 in 2024 compared to losses per share of $0.90 in 2023.
In this report, we present Adjusted EBITDA and cashCash costs,Costs which are non-GAAP financial performance measures that exclude from our reported GAAP results the impact of certain items consisting primarily of restructuring charges and non-cash charges. We believe such expenses, charges,charges and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies. In the future, however, we are likely to incur expenses, charges,charges and gains similar to the items for which the applicable GAAP financial measures have been adjusted and to report non-GAAP financial measures excluding such items. Accordingly, exclusion of those or similar items in our non-GAAP presentations should not be interpreted as implying the items are non-recurring, infrequent, or unusual.
Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users' overall understanding of our operating performance. The measure isolates unusual, infrequent, or non-cash transactions from the operating performance of the business. This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business.
Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users' overall understanding of the operating performance of the Company. The measure isolates unusual, infrequent, or non-cash transactions from the operating performance of the business. This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business. This measure also provides users with a benchmark that can be used when forecasting our future operating performance of the Company that excludes unusual, nonrecurring or one-time transactions. Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics. It is also a measure used to calculate theour leverage ratio of the Company,ratio, which is a key financial ratio monitored and used by the Companyus and itsour investors. Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, net, income tax expense,expense (benefit), depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI.
Cash Costs represent a non-GAAP financial performance measure of operating expenses which are measured on an accrual basis and settled in cash. This measure is useful to investors in understanding the components of the Company’sour cash-settled operating costs. Generally, we provide forward-looking guidance of Cash CostsCosts, which can be used by financial statement users to assess the Company'sour ability to manage and control its operating cost structure. Cash Costs are defined as compensation, newsprint and ink and other operating expenses. Depreciationexpenses and amortization, assets loss (gain) on sales, impairments and other,exclude restructuring costs and otherother, non-cash operating expenses and other non-operating expenseswhich are excluded.typically settled in cash.
Adjusted EBITDA and Cash Costs are reconciled to net income (loss) and operating expenses, below, the closest comparable numbers under GAAP.
Tables reconciling Adjusted EBITDA to net income and Cash Costs to operating expenses, the most directly comparable measure under GAAP, are set forth below under the caption "Reconciliation of Non-GAAP Financial Measures".
Our primary cash requirements are related to working capital, debt service obligations, and capital expenditures. We expect to meet these needs through cash generated from operations, supplemented by our existing cash balances. Our ability to operate as a going concern is dependent on our ability to remain in compliance with debt covenants and to repay, refinance or amend our debt agreements as they become due. Our Credit Agreement has only limited affirmative covenants with which we are required to maintain compliance and there are no leverage or financial performance covenants. We are in compliance with our debt covenants at September 28, 2025.
We continue to take proactive steps to reduce our cost structure and preserve liquidity. Recent actions include targeted cost-reduction and cash-management initiatives such as lowering discretionary and capital spending, tightening control of print-related operating costs, and enhancing collection efforts to improve working capital. We also received temporary lease and interest payment waivers during the second quarter as part of our cyber-recovery plan. Management is actively evaluating additional strategic initiatives and financing and capital markets transactions designed to ensure adequate cash flow and capital resources to support ongoing operations and meet debt obligations. While there can be no assurance that all initiatives will be implemented as planned, delays or unforeseen challenges in executing these measures could adversely affect our financial position and results of operations.
Our operations have historically generated positive cash flow and are expected to provide sufficient liquidity, together with cash on hand, to meet our requirements, primarily operating expenses, interest expense and capital expenditures for at least the next twelve months. A summary of our cash flows is included in the narrative below.
Cash used in operating activities totaled $5.5 million in 2025 and $3.2 million in 2023, while cash provided by operating activities totaled $1.1 million in 2024. Our primary sources of cash from operations are receipts from digital and print subscribers, advertising and marketing services customers, and commercial printing and delivery contracts. The primary uses of operating cash include compensation and benefits, newsprint and ink purchases, distribution costs, and payments for third-party services.
The year-over-year decrease in cash provided by operating activities was primarily driven by lower operating results, reflecting a $20.1 million decline in operating performance (net loss adjusted for non-working capital items). This was partially offset by $10.1 million of non-cash interest expense related to a waiver of three monthly interest payments owed to BH Finance LLC as a result of the February cyber incident (additional disclosure can be found in Note 6 - Debt). We saw a $3.3 million increase in working capital largely influenced by the February cyber incident, which temporarily elevated both accounts payable and accounts receivable balances.
We continue to focus on initiatives to enhance operating cash flows through improved working capital management, disciplined cost control, and targeted investment in digital growth areas.
Cash provided from operating activities totaled $1.1 million in 2024 compared to cash required by operating activities of $3.2 million in 2023, an increase of $4.3 million. The increase was driven by an increase in working capital of $19.7 million, primarily related to favorable changes in accounts payable and unearned revenue partially offset by a decrease in operating results of $15.4 million (defined as net loss adjusted for non-working capital items).
What changed in the latest 10-Q
Risk Factors
Full comparison: every changed paragraph (2)
As of MarchJune 13,28, 2026, David H. Hoffmann, our Chairman of the Board, ("Mr. Hoffmann") beneficially owns 53.5%54.5% of the aggregate voting power of our outstanding capital stock.
As a result, we will beare a “controlled company” under the corporate-governance standards of The Nasdaq Stock Market LLC (“Nasdaq”) for so long as more than 50% of the voting power of our outstanding capital stock is held by Mr. Hoffmann. We will effectively be a closely held corporation with a single stockholder (together with his affiliates) exercising substantial control over our affairs. Under Nasdaq rules applicable to controlled companies, we are permitted to rely on certain exemptions from Nasdaq’s corporate-governance requirements, including exemptions from the requirements that a majority of our Board be independent and that our compensation and nominating and corporate-governance committees be composed entirely of independent directors. Although we do not currently intend to rely on these exemptions, we could elect to do so in the future. If we rely on one or more of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate-governance requirements.
Management's Discussion & Analysis (MD&A)
New heading “AGREEMENT WITH HOFFMANN MEDIA GROUP ("HMG")”
Largest changes
Subscription revenue totaledsee in full comparison$55.2$54.7 million, down14.9%11.1% in the three months endedMarchJune29,28, 2026 compared to the prior-year period. Declines in volumes, consistent with historical and industry trends, were partially offset by strategic rate increases. Digital-only subscribers decreased18.8%12.8% to591,000584,000 atMarchJune29,28, 2026 compared to728,000670,000 atMarchJune30,29, 2025. Digital-only subscription revenue declined6.3%7.0% compared to the prior-yearperiod.period driven by lasting impact from last year's Cyber Incident and accelerated churn following inflationary surcharges implemented in the prior fiscal year.
Net loss wassee in full comparison$6.8$1.7 million and diluted loss per share was$0.78$0.22 for thesixnine months endedMarchJune29,28, 2026 compared to net loss of$28.2$29.9 million and diluted losses per share of$4.87$5.16 for the prior-year period. Thechangeimprovement reflects thevariouscostitemsreduction actions, the interest rate reduction, the non-recurrence of prior-year Cyber Incident costs discussedabove.above and a settlement gain in our Postretirement benefit plans.
Netsee in full comparisonlossincome was$1.7$5.2 million and dilutedlossincome per share was$0.16$0.21 for the three months endedMarchJune29,28, 2026 compared to net loss of$12.0$1.7 million and diluted losses per share of$2.07$0.31 for the prior-year period. The improvement reflects the cost reduction actions, the interest rate reduction, the non-recurrence of prior-year Cyber Incidentcosts,costs discussed above andbusinessainterruptionsettlementinsurancegainrecoveriesindiscussedourabove.Postretirement benefit plans.
Non-operatingsee in full comparisonincome andexpense decreased by$2.7$9.7 million, or14.3%34.8% compared to thesixnine months endedMarchJune30,29, 2025. The decrease is primarily driven by a settlement gain in our Postretirement benefit plans as we irrevocably transferred certain postretirement life insurance obligations to a third-party insurer described in Note 9 and a decrease in interest expense related to the rate reduction on our debt described in Note7. Our weighted average cost of debt was 8.0% and 9.0% at the end of the six months ended March 29, 2026 and the prior-year period.8.
Advertising and marketing services revenue totaledsee in full comparison$55.0$59.3 million, down9.1%10.9% in the three months endedMarchJune29,28, 2026, compared to the prior-year period. Print advertising revenues were$14.3$14.5 million, down13.7%17.1% in the three months endedMarchJune29,28, 2026 compared to the prior-year period related to continued secular declines in demand for print advertising related to the decline in print subscribers by21.7%19.3% to 221,000 compared to the prior-yearperiod.period of 274,000. Digital advertising and marketing services revenue totaled$40.7$44.8 million, down7.4%8.7% in the three months endedMarchJune29,28, 2026 compared to the prior-year period. Digital advertising and marketing services represented74.0%75.6% of thethree months ended March 29, 2026total advertising and marketing servicesrevenue,revenue for the three months ended June 28, 2026, compared to72.7%73.8% in the prior-year period.
Full comparison: every changed paragraph (51)
The following discussion includes comments and analysis relating to our results of operations and financial condition as of and for the three and sixnine months ended MarchJune 29,28, 2026. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein, and our 2025 Annual Report on Form 10-K. Share and dollar amounts are presented on an actual basis unless otherwise noted.
For the three months ended MarchJune 29,28, 2026, our total operating revenue was $122.0$126.0 million, down 11.2%10.8% from the three months ended MarchJune 30,29, 2025. Total Digital Revenue was $67.8$71.6 million and represented 55.6%56.8% of our total operating revenue. Total Print Revenue was $54.2$54.4 million, a 16.4%14.2% decrease to the three months ended MarchJune 30,29, 2025. Our digital-only subscription businessrevenue totaled $22.3$21.8 million in the quarter.quarter, Thea year-over-year revenue7.0% decline of 6.3% isyear-over-year driven by lasting impact from last year's Cyber Incident and accelerated churn following inflationary surcharges implemented in the prior fiscal year. Another key piece of our digital business, Amplified Digital® agency revenue totaled $22.8$27.1 million in the quarter.
Total operating expenses were $114.4$118.3 million, a 20.0%13.9% decrease in the three months ended MarchJune 29,28, 2026, compared to the three months ended MarchJune 30,29, 2025. The decrease reflects continued disciplined cost management,management and the absence of prior-year Cyber Incident response costs,costs and $3.8 million of business interruption insurance recoveries recognized in the current quarter. See(see Note 11.12). Cash Costs of $112.0$109.4 million, a non-GAAP financial measure used to summarize certain operating expenses (see reconciliation of non-GAAP financial measures below), were down 14.6%14.5% in the three months ended MarchJune 29,28, 2026, reflecting continued disciplined cost management.
Net lossincome totaled $1.7$5.2 million, an 85.8% improvementmillion compared to a net loss of $12.0$1.7 million in the prior-year period. Adjusted EBITDA (a non-GAAP financial measure) totaled $15.1$18.4 million, a 94.7%23.0% increase over the prior-year period. The improvements reflect the cost actions and business interruption insurance recoveries described above and the non-recurrence of prior-year Cyber Incident costs.
AGREEMENT WITH HOFFMANN MEDIA GROUP ("HMG")
On May 14, 2026, we entered into a five-year management agreement with HMG, effective June 1, 2026, under which we manage certain HMG-owned newspaper publications and related digital properties. HMG is owned by David Hoffmann, our Chairman and majority shareholder.
Under the agreement, we receive a fixed management fee of $135,000 per fiscal quarter, a variable fee based on the EBITDA of certain acquired publications, and reimbursement of shared service costs at cost. HMG retains ownership of the publications and all related revenues and remains responsible for working capital and operating obligations.
Total operating revenue was $122.0$126.0 million in the three months ended MarchJune 29,28, 2026, down $15.4$15.3 million, or 11.2%,10.8%, compared to the three months ended MarchJune 30,29, 2025.
Advertising and marketing services revenue totaled $55.0$59.3 million, down 9.1%10.9% in the three months ended MarchJune 29,28, 2026, compared to the prior-year period. Print advertising revenues were $14.3$14.5 million, down 13.7%17.1% in the three months ended MarchJune 29,28, 2026 compared to the prior-year period related to continued secular declines in demand for print advertising related to the decline in print subscribers by 21.7%19.3% to 221,000 compared to the prior-year period.period of 274,000. Digital advertising and marketing services revenue totaled $40.7$44.8 million, down 7.4%8.7% in the three months ended MarchJune 29,28, 2026 compared to the prior-year period. Digital advertising and marketing services represented 74.0%75.6% of the three months ended March 29, 2026 total advertising and marketing services revenue,revenue for the three months ended June 28, 2026, compared to 72.7%73.8% in the prior-year period.
Subscription revenue totaled $55.2$54.7 million, down 14.9%11.1% in the three months ended MarchJune 29,28, 2026 compared to the prior-year period. Declines in volumes, consistent with historical and industry trends, were partially offset by strategic rate increases. Digital-only subscribers decreased 18.8%12.8% to 591,000584,000 at MarchJune 29,28, 2026 compared to 728,000670,000 at MarchJune 30,29, 2025. Digital-only subscription revenue declined 6.3%7.0% compared to the prior-year period.period driven by lasting impact from last year's Cyber Incident and accelerated churn following inflationary surcharges implemented in the prior fiscal year.
Other revenue, which primarily consists of digital services from BLOX Digital of $4.8$4.9 million, commercial printing revenue of $3.7$3.6 million and third party delivery and other of $1.4$3.4 million, decreased $0.2$1.3 million, or 1.9%,9.6%, in the three months ended MarchJune 29,28, 2026 compared to the prior-year period. Digital services revenue decreased 0.9%7.4% in the three months ended MarchJune 29,28, 2026 compared to the prior-year period. Commercial printing revenue decreased 2.4%14.4% in the three months ended MarchJune 29,28, 2026 compared to the prior-year period, primarily driven by lower print volumes from our partners.
Total digital revenue including digital advertising revenue, digital subscription revenue and digital services revenue totaled $67.8$71.6 million, a decrease of 6.6%,8.1%, in the three months ended MarchJune 29,28, 2026 compared to the prior-year period, and represented 55.6%56.8% of our total operating revenue in the three months ended MarchJune 29,28, 2026.
Total operating expenses were $114.4$118.3 million, a 20.0%13.9% decrease in the three months ended MarchJune 29,28, 2026, compared to the three months ended MarchJune 30,29, 2025. The decrease reflects continued disciplined cost management,management and the absence of prior-year Cyber Incident response costs, and $3.8 million of business interruption insurance recoveries recognized in the current quarter. See Note 11.costs. Cash Costs of $112.0$109.4 million, a non-GAAP financial measure used to summarize certain operating expenses (see reconciliation of non-GAAP financial measures below), were down 14.6%14.5% in the three months ended MarchJune 29,28, 2026, reflecting continued disciplined cost management.
Compensation expense decreased $9.9$2.6 million, or 17.5%,5.5%, in the three months ended MarchJune 29,28, 2026 compared to the prior-year period. The decrease reflects continued headcount reductions as we execute our digital transformation strategy.
Newsprint and ink costs decreased $0.6$0.7 million, or 19.0%,22.9%, in the three months ended MarchJune 29,28, 2026 compared to the prior-year period. The decrease is attributable to lower print volumes, consistent with continued secular declines in demand for print.
Other operating expenses decreased $8.7$15.2 million, or 12.2%,19.6%, in the three months ended MarchJune 29,28, 2026 compared to the prior-year period. Other operating expenses include all operating costs not considered to be compensation, newsprint, insurance proceeds, depreciation and amortization, or restructuring costs and assets(gain) loss on asset sales, impairments, and other, net. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility expenses.
Insurance proceeds were a net gain of $3.8$0.6 million in the three months ended MarchJune 29,28, 2026 which represent business interruption insurance recoveries recognized in the current quarter related to the prior-year Cyber Incident. See further information in Note 11.12.
Restructuring costs and other decreased $2.9$1.2 million, or 44.1%16.6% in the three months ended MarchJune 29,28, 2026, compared to the prior-year period due primarily to $1.9 million ofhigher expenses related to the Cyber incident included in the prior year and current year reimbursements of $0.8 million.year.
Depreciation and amortization expense decreased $1.7$0.3 million, or 32.0%,6.8%, in the three months ended MarchJune 29,28, 2026. This decrease is attributable to assets being fully depreciated or amortized.
(Gain) loss on asset sales, impairments and other, net, was a net gain of $0.9$0.1 million in the three months ended MarchJune 29,28, 2026 compared to a net loss of $0.1$1.6 million in the prior-year period.period, Thea gaindecrease of $1.5 million driven by fewer property sales in 2026 was primarily related to the salecurrent ofyear two properties.quarter.
Operating income ofwas $8.5$8.6 million, increasedan $13.0increase of $4.0 million infrom the three months ended March 29, 2026 compared to an operating loss of $4.5$4.7 million in the prior-year period.period, Thisprimarily increasereflecting is related to decreases inlower compensation expense and other operating expenses which includes $3.8 million in business interruption reimbursements in the current year period.expenses.
Non-operating income and expense decreased by $2.5$7.0 million, or 26.8%77.3% in the three months ended MarchJune 29,28, 2026 compared to the prior-year period. The decrease is primarily driven by a settlement gain in our Postretirement benefit plans as we irrevocably transferred certain postretirement life insurance obligations to a third-party insurer described in Note 9 and a decrease in interest expense related to the rate reduction on our debt described in Note 7. Our weighted average cost of debt was 8.0% and 9.0% as of the three months ended March 29, 2026 and the three months ended March 30, 2025.8.
We recorded an income tax expense of $3.4$1.4 million in the three months ended MarchJune 29,28, 2026 compared to an income tax benefit of $1.8$2.7 million in the prior-year period. The increase in income tax expense for the current period is mainly due to a higher valuation allowance related to additional interest expense carryforwards that are not expected to be fully realized.
Net income (loss) and LossNet income (loss) Per Share
Net lossincome was $1.7$5.2 million and diluted lossincome per share was $0.16$0.21 for the three months ended MarchJune 29,28, 2026 compared to net loss of $12.0$1.7 million and diluted losses per share of $2.07$0.31 for the prior-year period. The improvement reflects the cost reduction actions, the interest rate reduction, the non-recurrence of prior-year Cyber Incident costs,costs discussed above and businessa interruptionsettlement insurancegain recoveriesin discussedour above.Postretirement benefit plans.
SixNine Months Ended
Total operating revenue was $252.0$378.0 million, down $29.9$45.2 million, or 10.6%10.7% in the sixnine months ended MarchJune 29,28, 2026 compared to the sixnine months ended MarchJune 30,29, 2025.
Advertising and marketing services revenue totaled $115.0$174.3 million, down 9.5%10.0% in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period. Print advertising revenues were $31.5$45.9 million, down 13.5%14.7% in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period driven by continued secular declines and elimination of unprofitable print products. Digital advertising and marketing services totaled $83.5$128.3 million, down 7.9%8.2% in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period. Digital advertising and marketing services represented 72.6%73.6% of the sixnine months ended MarchJune 29,28, 2026 total advertising and marketing services revenue, compared to 71.4%72.2% in the prior-year period.
Subscription revenue totaled $112.9$167.6 million, down 13.1%12.4% in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period. Declines in volumes, consistent with historical and industry trends, were partially offset by strategic rate increases. Digital-only subscribers decreased 18.8%12.8% to 591,000584,000 as Marchof 29,June 28, 2026. Digital-only subscription revenue declined 0.8%2.9% compared to the prior-year period.
Other revenue, which primarily consists of digital services from BLOX Digital of $9.6$14.5 million, commercial printing revenue of $7.6$11.1 million and third party delivery and other of $3.1$10.4 million, decreased $0.8$2.1 million, or 3.3%,5.5%, in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period. Digital services revenue decreased by 3.0%4.6% in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period. Commercial printing revenue decreased 4.1%7.7% in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period, primarily driven by lower print volumes from our partners.
Total digital revenue including digital advertising revenue, digital subscription revenue and digital services revenue totaled $138.1$209.7 million, a decrease of 5.4%6.3% in the sixnine months ended MarchJune 29,28, 2026 over the prior-year period, and represented 54.8%55.5% of our total operating revenue in the sixnine months ended MarchJune 29,28, 20262026.
Total operating expenses were $240.4$358.6 million, a 17.7%16.5% decrease in the sixnine months ended MarchJune 29,28, 2026, compared to the sixnine months ended MarchJune 30,29, 2025. The decrease reflects continued disciplined cost management, the absence of prior-year Cyber Incident response costs, and $5.8$6.4 million of business interruption insurance recoveries recognized in the current period.period See(see Note 11.12). Cash Costs of $233.2$342.6 million, a non-GAAP financial measure used to summarize certain operating expenses (see reconciliation of non-GAAP financial measures below), were down 13.5%13.9% in the sixnine months ended MarchJune 29,28, 2026, reflecting continued disciplined cost management.
Compensation expense decreased $20.7$23.4 million, or 17.7%14.2% in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period from reductions in full time employees due to continued business transformation efforts.
Newsprint and ink costs decreased $1.2$2.0 million, or 18.5%19.9% in the sixnine months ended MarchJune 29,28, 2026, compared to the prior-year period. The decrease is attributable to declines in newsprint volumes.
Other operating expenses decreased $14.6$29.7 million, or 10.0%,13.3%, in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period. Other operating expenses include all operating costs not considered to be compensation, newsprint, insurance proceeds, depreciation and amortization, or restructuring costs and assets(gain) loss on asset sales, impairments, and other, net. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility expenses.
Insurance proceeds were a net gain of $5.8$6.4 million in the sixnine months ended MarchJune 29,28, 2026 which represent business interruption insurance recoveries related to the prior-year Cyber Incident.Incident See(see Note 11.12).
Restructuring costs and other decreased $4.9$6.1 million, or 41.8%32.2% in the sixnine months ended MarchJune 29,28, 2026, compared to the sixnine months ended MarchJune 30,29, 2025. The prior year period included $1.9$3.1 million of expenses related to the Cyber Incident and costs associated with the shutdown of one of our production facilities.
Depreciation and amortization expense decreased $4.3$4.6 million, or 38.0%,30.2%, in the sixnine months ended MarchJune 29,28, 2026 compared to the prior-year period. The decrease in both is attributable to assets being fully depreciated or amortized.
(Gain) loss on asset sales, impairments and other, net, was $0.9$1.0 million in the sixnine months ended MarchJune 29,28, 2026 compared to a net gain of $0.8$2.4 million in the prior-year period. Current year gains on sales waswere primarily related to the sale of two properties.
The factors noted above resulted in an operating income of $13.8$22.4 million in the sixnine months ended MarchJune 29,28, 2026 compared to an operating loss of $7.9$3.2 million in the prior-year period primarily due to decreases inlower compensation expense and other operating expenses whichtogether includeswith $5.8$6.4 million of business-interruption recoveries recognized in businessthe interruption reimbursements.period.
Non-operating income and expense decreased by $2.7$9.7 million, or 14.3%34.8% compared to the sixnine months ended MarchJune 30,29, 2025. The decrease is primarily driven by a settlement gain in our Postretirement benefit plans as we irrevocably transferred certain postretirement life insurance obligations to a third-party insurer described in Note 9 and a decrease in interest expense related to the rate reduction on our debt described in Note 7. Our weighted average cost of debt was 8.0% and 9.0% at the end of the six months ended March 29, 2026 and the prior-year period.8.
We recorded an income tax expense of $4.4$5.8 million in the sixnine months ended MarchJune 29,28, 2026 compared to $1.5$1.3 million benefit in the sixnine months ended MarchJune 30,29, 2025. The increase in income tax expense for the current period is mainly due to a higher valuation allowance related to additional interest expense carryforwards that are not expected to be fully realized.
Net loss and LossNet loss Per Share
Net loss was $6.8$1.7 million and diluted loss per share was $0.78$0.22 for the sixnine months ended MarchJune 29,28, 2026 compared to net loss of $28.2$29.9 million and diluted losses per share of $4.87$5.16 for the prior-year period. The changeimprovement reflects the variouscost itemsreduction actions, the interest rate reduction, the non-recurrence of prior-year Cyber Incident costs discussed above.above and a settlement gain in our Postretirement benefit plans.
Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users' overall understanding of our operating performance. The measure isolates unusual, infrequent, or non-cash transactions from the operating performance of the business. This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business. This measure also provides users with a benchmark that can be used when forecasting our future operating performance that excludes unusual, nonrecurring or one-time transactions. Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics. It is also a measure used to calculate our leverage ratio, which is a key financial ratio monitored and used by us and our investors. Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, net, income tax expense (benefit), depreciation and amortization, assets loss (gain) loss on asset sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI.
Adjusted EBITDA and Cash Costs are reconciled to net income (loss) and operating expenses, below, the closest comparable numbers under GAAP.
The table below reconciles the non-GAAP financial performance measure of Adjusted EBITDA to net loss,income (loss), the most directly comparable GAAP measure:
Cash usedprovided inby operating activities totaled $1.8$6.1 million in the sixnine months ended MarchJune 29,28, 2026 down $6.4 million compared to cash used in operating activities of $8.1$0.8 million in the sixnine months ended MarchJune 30,29, 2025. The improvement was primarily driven by an increase in operating results of $7.8$8.2 million (defined as net loss adjusted for non-working capital items) offset primarily by a decrease in working capital of $1.5$2.8 million. The decrease in working capital is primarily related to higher payments related to the Private Placement expenses offset by improved accounts receivable driven by lower revenue in the period.
Cash used in investing activities totaled $0.3$1.3 million in the sixnine months ended MarchJune 29,28, 2026 compared to cash provided by investing activities of $3.2$5.1 million in the sixnine months ended MarchJune 30,29, 2025. The sixnine months ended MarchJune 30,29, 2025 included $6.1$8.7 million in proceeds from the sale of assets as we divested non-core real estate compared to only $1.1 million in asset sale proceeds in the current period.
Cash provided by financing activities was $45.3$44.6 million for the sixnine months ended MarchJune 29,28, 2026 from net Private Placement proceeds described in Note 2.3.
As of MarchJune 29,28, 2026, our liquidity, consisting of cash on hand, was $53.3$59.4 million. For the sixnine months ended MarchJune 29,28, 2026, net cash usedprovided inby operating activities was $1.8$6.1 million, downup from $8.1$0.8 million used in the sixnine months ended MarchJune 30,29, 2025. This increase is primarily attributable to the improved operating results and working capital management compared to the prior-year period.
LEE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 8 Form 4 filings (1 insider, 22 trade dates, 242,991 shares, about $2.5M) and open-market sales in 1 filing (1 insider, 1 trade date, 24,000 shares, about $235.7K). Net open-market shares: 218,991 (purchases minus sales); net value about $2.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-28 | Hoffmann Gregory David |
Grant/award | 3,928 | $6.79 | $26.7K |
| 2026-08-31 | Mcintosh Madeline E. |
Grant/award | 5,313 | $8.00 | $42.5K |
| 2026-08-31 | Mcalmont Shaun |
Grant/award | 5,000 | $8.00 | $40.0K |
| 2026-08-31 | Kruszewski Ronald J |
Grant/award | 5,000 | $8.00 | $40.0K |
| 2026-08-31 | Hoffmann David Henry |
Grant/award | 7,813 | $8.00 | $62.5K |
| 2026-08-31 | Fletcher Steven C. |
Grant/award | 5,469 | $8.00 | $43.8K |
| 2026-08-06 | Rinehults Joshua Paul |
Grant/award | 81,374 | — | — |
| 2026-08-06 | Bekke Nathan E. |
Grant/award | 158,228 | — | — |
| 2026-08-06 | Rinehults Joshua Paul |
Grant/award | 55,419 | — | — |
| 2026-08-06 | Bekke Nathan E. |
Grant/award | 107,759 | — | — |
| 2026-06-11 | Moloney Herbert W Iii |
Open-market sale | 24,000 | $9.82 | $235.7K |
| 2026-06-11 | Hoffmann David Henry |
Open-market purchase | 1,566 | $9.82 | $15.4K |
| 2026-06-10 | Hoffmann David Henry |
Open-market purchase | 1,500 | $10.47 | $15.7K |
| 2026-06-09 | Junck Mary E |
Gift | 62,430 | $10.79 | $673.6K |
| 2026-06-09 | Hoffmann David Henry |
Open-market purchase | 2,500 | $10.80 | $27.0K |
| 2026-06-08 | Hoffmann David Henry |
Open-market purchase | 6,925 | $10.86 | $75.2K |
| 2026-06-05 | Hoffmann David Henry |
Open-market purchase | 18,200 | $10.85 | $197.5K |
| 2026-06-04 | Hoffmann David Henry |
Open-market purchase | 18,200 | $11.08 | $201.7K |
| 2026-06-03 | Hoffmann David Henry |
Open-market purchase | 18,200 | $10.58 | $192.6K |
| 2026-06-02 | Hoffmann David Henry |
Open-market purchase | 18,200 | $10.90 | $198.4K |
| 2026-06-01 | Hoffmann David Henry |
Grant/award | 13,368 | — | — |
| 2026-06-01 | Moloney Herbert W Iii |
Grant/award | 8,136 | — | — |
| 2026-06-01 | Mcintosh Madeline E. |
Grant/award | 7,563 | — | — |
| 2026-06-01 | Mcalmont Shaun |
Grant/award | 7,334 | — | — |
| 2026-06-01 | Kruszewski Ronald J |
Grant/award | 6,112 | — | — |
| 2026-06-01 | Junck Mary E |
Grant/award | 11,917 | — | — |
| 2026-06-01 | Fletcher Steven C. |
Grant/award | 7,678 | — | — |
| 2026-05-29 | Hoffmann David Henry |
Open-market purchase | 13,700 | $11.74 | $160.8K |
| 2026-05-28 | Hoffmann David Henry |
Open-market purchase | 13,700 | $10.54 | $144.4K |
| 2026-05-27 | Hoffmann David Henry |
Open-market purchase | 13,700 | $10.05 | $137.7K |
| 2026-05-26 | Hoffmann David Henry |
Open-market purchase | 13,700 | $9.99 | $136.9K |
| 2026-05-22 | Hoffmann David Henry |
Open-market purchase | 10,600 | $9.56 | $101.3K |
| 2026-05-21 | Hoffmann David Henry |
Open-market purchase | 10,600 | $9.96 | $105.6K |
| 2026-05-20 | Hoffmann David Henry |
Open-market purchase | 10,600 | $9.79 | $103.8K |
| 2026-05-19 | Hoffmann David Henry |
Open-market purchase | 10,600 | $8.94 | $94.8K |
| 2026-05-18 | Hoffmann David Henry |
Open-market purchase | 10,600 | $8.93 | $94.7K |
| 2026-05-15 | Hoffmann David Henry |
Open-market purchase | 8,100 | $8.71 | $70.6K |
| 2026-05-14 | Hoffmann David Henry |
Open-market purchase | 8,100 | $7.78 | $63.0K |
| 2026-05-13 | Hoffmann David Henry |
Open-market purchase | 7,400 | $7.99 | $59.1K |
| 2026-05-12 | Hoffmann David Henry |
Open-market purchase | 8,100 | $7.82 | $63.3K |
| 2006-06-12 | Hoffmann David Henry |
Open-market purchase | 18,200 | $11.09 | $201.8K |
Well-known investors holding LEE (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 102,248 | $880.4K | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 12,940 | $115.9K | 0.0% | Reduced 52% |